EXCELSIOR CAPITAL LTD — AGM Information 2014

Sep 17, 2014

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N o t i c e o f A n n u a l G e n e r a l M e e t i n g

CMI Limited ABN 98 050 542 553

22 October 2014 at 10.00am Sydney time Radisson Blu Hotel Sydney, 27 O’Connell Street, Sydney NSW 2000

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

Table of Contents

Notice of Annual General Meeting	2
Financial Statements and Reports	2
1 Approval of the Remuneration Report	2
2 Election of Director – Mr Jeffrey Forbes	2
3 Approval of Issue of Performance Rights to Executive Chairman	2
Explanatory Memorandum	4
1 Approval of the Remuneration Report	5
2 Election of Director – Mr Jeffrey Forbes	5
3 Approval of Issue of Performance Rights to Executive Chairman	5
Glossary of Terms	8

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

1

Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

Notice is given that the Annual General Meeting of CMI Limited will be held at 10.00am (Sydney time) on Wednesday, 22 October 2014 at Radisson Blu Hotel Sydney, 27 O’Connell Street, Sydney, New South Wales.

The Explanatory Memorandum attached to this notice of Meeting is incorporated into and forms part of this notice of Meeting. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

AgendA

Ordinary Business

DATED this 17 September 2014

By Order of the Board

Financial Statements and Reports

To receive and consider the Company’s financial statements, the related Directors’ Report, Directors’ Declaration and Independent Audit Report for the financial year ended 30 June 2014.

1. Approval of the Remuneration Report

To consider the Remuneration Report as it appears in the annual report of the Company for the financial year ended 30 June 2014 and, if thought fit, to pass the following nonbinding resolution as an ordinary resolution in accordance with section 250R(2) of the Corporations Act:

• ‘That the Company’s Remuneration Report for the financial year ended 30 June 2014 is approved.’

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this resolution are set out in the “Voting exclusions” on page 3 of this notice of Meeting.

2. Election of Director – Mr Jeffrey Forbes

To consider and, if thought fit, to pass the following as an ordinary resolution:

• ‘That Mr Jeffrey Forbes, having been appointed a Director since the last annual general meeting of the Company, in accordance with the Constitution, ceases to hold office and, being eligible, is elected as a Director.’

3. Approval of Issue of Performance Rights to Executive Chairman

To consider and, if thought fit, to pass the following as an ordinary resolution:

‘That for the purpose of ASX Listing Rule 10.14 and for all other purposes, the issue of 900,000 Performance Rights to Mr Andrew Buckley under the Company’s Performance Rights Plan on the terms as described in the Explanatory Memorandum is approved for a period of 3 years from the date of this approval.’

Short explanation: It is proposed to issue 900,000 Performance Rights under the Company’s Performance Rights Plan to the Executive Chairman, Mr Andrew Buckley, as long term performance incentives. Shareholder approval of this resolution is sought for all purposes, including but not limited to compliance with ASX Listing Rule 10.14. See section 3 of the Explanatory Memorandum for further information.

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this resolution are set out in the “Voting exclusions” on page 3 of this notice of Meeting.

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Sharyn Williams

Company Secretary CMI Limited

nOTeS

• a. You may vote by attending the Meeting in person or by proxy. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the Meeting.

• b. To vote in person, attend the Meeting on Wednesday, 22 October 2014 at Radisson Blu Hotel Sydney, 27 O’Connell Street, Sydney, new South Wales . The Meeting will commence at 10.00am (Sydney time).

• c. A member who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy. The proxy need not be a member of the Company.

• d. Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxies on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.

• e. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies use a separate proxy form for each. Members are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.

• f. You can appoint a proxy in 4 ways:

by post using the reply paid envelope to CMI Limited Share Registry, C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

by facsimile to CMI Limited Share Registry, C/ Link Market Services Limited on facsimile number 02 9287 0309; or

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

2

Notice of Annual General Meeting

CMI Limited ABN 98 050 542 553

by hand to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, NSW 2138 or Level 12, 680 George Street, Sydney, NSW 2000; or

online by visiting www.linkmarketservices.com.au. Members may lodge proxy appointments by logging in at www.linkmarketservices.com.au and clicking on the ‘Vote Online’ icon in the lower left hand corner of the home page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form.

If the proxy form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

• g. To be valid, your proxy appointment must be made online or your proxy form must be received no later than 10.00am (Sydney time) on Monday, 20 October 2014 (being 48 hours before the commencement of the Meeting).

• h. If you intend to appoint the chair of the Meeting as your proxy without providing specific voting directions to the chair of the Meeting (an Open Proxy ), you should note that the chair of the Meeting intends to cast all Open Proxies in FAVOUR of Items 1, 2 and 3, subject to the voting exclusions described below.

• i. The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company’s register of Shareholders as at 7.00pm (Sydney time) on Monday, 20 October 2014.

VOTIng eXCLUSIOnS

The Corporations Act and the Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on some of the resolutions to be considered at the Meeting.

For the purpose of these voting exclusions:

• The meaning of associate is the meaning given in the Listing Rules.

• The key management personnel (KMP) of the CMI consolidated Group are those persons having authority and responsibility for planning, directing and controlling the activities of the CMI consolidated Group, either directly or indirectly. It includes all Directors (executive and nonexecutive) and selected members of the management team. The KMP of the CMI consolidated Group during the financial year ended 30 June 2014 are listed in the Remuneration Report as it appears in the annual report of the Company for the financial year ended 30 June 2014.

• A closely related party (CRP) of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the CMI consolidated Group; or

• (e) a company the member controls.

These voting exclusions are described in the table set out below:

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Who is excluded from voting on the resolution?
Resolution Resolution As a As holder of a
no. description Shareholder? directed proxy? As holder of an undirected proxy?
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Resolution no.	Resolution description	Who is excluded from votingon the resolution?	Who is excluded from votingon the resolution?	Who is excluded from votingon the resolution?
		As a Shareholder?	As holder of a directedproxy?	As holder of an undirectedproxy?
1	Approval of the Remuneration Report	KMP named in the Remuneration Report and their CRP.	Proxy holder for KMP named in the Remuneration Report or their CRP.	Proxy holder for KMP named in the Remuneration Report or their CRP. Proxy holder who is a KMP or a CRP (subject to Note 1 below).
2	Election of Mr Jeffrey Forbes as Director	No exclusions.	No exclusions.	No exclusions.
3	Approval of Issue of Performance Rights to Executive Chairman	Mr Andrew Buckley and Mr Andrew Buckley's associates.	Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley's associates.	Proxy holder for Mr Andrew Buckley or any of Mr Andrew Buckley's associates. Proxy holder who is Mr Andrew Buckley or any of Mr Andrew Buckley’s associates(subject to Note 2 below). Proxy holder who is a KMP or a CRP(subject to Note 1 below).

Note 1: The chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if the proxy appointment expressly authorises the chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Note 2: The chair of the Meeting will be entitled to vote an undirected proxy for a person entitled to vote if the proxy appointment includes a direction to vote as the proxy decides.

The Company will also apply these voting restrictions to persons appointed as attorney by a shareholder to attend and vote at the Meeting under a power of attorney, as if they were appointed as a proxy.

Your proxy form is enclosed with this notice of Meeting.

If you have any queries on how to cast your votes then call the Company’s share registry on (02) 8280 7454 during business hours.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

4

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

The information in this Explanatory Memorandum is provided to Shareholders of CMI Limited in compliance with the Corporations Act, Listing Rules and the Constitution.

Introduction

This Explanatory Memorandum is despatched with and forms part of the notice of the Company’s 2014 annual general meeting ( AgM ).

All Shareholders should read this Explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolutions to be put to Shareholders at the AGM.

Financial Statements and Reports

The Corporations Act requires that the related Directors’ Report, Directors’ Declaration, Independent Audit Report and the financial statements of the Company for the year ended 30 June 2014 be presented to the AGM. In addition, the Constitution provides for such reports and statements to be received and considered at the AGM. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the AGM on such reports or statements, however Shareholders will be given ample opportunity to raise questions with respect to these reports and statements at the AGM.

In addition to asking questions at the AGM, Shareholders may address written questions to the Chairman about the management of the Company, or to the Company’s Auditor which are relevant to:

• (a) the content of the Independent Audit Report to be considered at the AGM; or

• (b) the conduct of the audit of the annual financial report to be considered at the AGM.

Any written questions must be submitted to the Company Secretary on or before Wednesday, 15 October 2014 by email, fax or post.

Email: corporate@cmilimited.com.au Fax: (07) 3865 3677 Mailing Address: PO Box 716 Virginia Qld 4014

1. Approval of the Remuneration Report

• 1.1 The Company’s Remuneration Report for the financial year ended 30 June 2014 may be found in the Annual Report (pages 17 to 24). In accordance with the Corporations Act, the Remuneration Report has been submitted to Shareholders for consideration and adoption.

• 1.2 The Remuneration Report has been submitted to Shareholders for consideration and adoption. Shareholders should note that, in accordance with section 250R(3) of the Corporations Act, the vote on Item 1 is advisory only and does not bind the Company or its Directors.

• 1.3 The Remuneration Report:

• (a) Explains the Company’s remuneration reward framework for its key management personnel;

• (b) Discusses how the remuneration reward framework aligns reward with achievement of strategic and financial objectives and creation of value for Shareholders; and

• (c) Sets out remuneration arrangements in place for each member of the key management personnel for the CMI consolidated Group, including the Directors.

• 1.4 Following consideration of the Remuneration Report, the chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report.

2. election of director – Mr Jeffrey Forbes

• 2.1 Jeffrey Forbes was appointed as a Director by the Board since the last annual general meeting of the Company in accordance with rule 46(d) of the Constitution. In accordance with that rule and the Listing Rules, he now offers himself for election as a Director at the AGM.

• 2.2 Jeffrey Forbes joined the Board on 10 April 2014 as an independent non-executive director. Mr Forbes was an Executive Director, CFO and Company Secretary of Cardno Limited, an ASX200 listed company until he retired in March 2013. Prior to joining Cardno, he worked in the mining and resources sector for over 30 years and has extensive listed company experience as an executive director, non-executive director and company secretary as well as strong global financial management and merger and acquisition experience. Mr Forbes has a Bachelor of Commerce, is a Graduate Member of the Australian Institute of Company Directors and a Member of the AusIMM.

• 2.3 Mr Forbes is also the non-executive Chairman of Talon Petroleum Limited and Exoma Energy Limited, and a nonexecutive director of Affinity Education Limited.

• 2.4 The Directors (with Jeffrey Forbes abstaining) support the resolution to elect Jeffrey Forbes.

3. Approval of Issue of Performance Rights to executive Chairman

3.1 Background

The Company intends to issue up to 900,000 Performance Rights under the Performance Rights Plan (which can be found on the Company’s website www.cmilimited. com.au) to Mr Andrew Buckley, the Executive Chairman of the Company, as a long term performance incentive. If Shareholder approval is obtained, and the applicable vesting conditions attaching to the Performance Rights are satisfied, Mr Buckley will be entitled to one Share for each Performance Right.

The issue of Performance Rights to Mr Buckley is designed to create a stronger link between Executive reward and increased Shareholder value, more closely aligning the Executive Chairman’s interests with those of the Shareholders. Issuing the Performance Rights will encourage a strong focus on increasing the Company’s earnings per share, encourage the attainment of performance goals and the growth of the Company.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

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Explanatory Memorandum

CMI Limited ABN 98 050 542 553

Shareholder approval is being sought for the grant to Mr Buckley of 900,000 Performance Rights under the Performance Rights Plan for all purposes under the Corporations Act and the Listing Rules.

• 3.2 Disclosures required pursuant to ASX Listing Rule 10.15A

ASX Listing Rule 10.15A requires this notice of Meeting to include the following specified information in relation to the Performance Rights which are proposed to be issued to Mr Buckley under the Performance Rights Plan. The performance measures relating to these Performance Rights are described below.

(a) Date the securities will be provided

If approved by the Shareholders, the Performance Rights will be granted to Mr Buckley within 28 days of Mr Buckley accepting the offer of Performance Rights but, in any event, no later than 3 years after the Meeting.

(b) Maximum number of securities to be provided

The number of Performance Rights to be issued to Mr Buckley was determined by having regard to the requirement for market competitive remuneration designed to retain the executive and which has strong alignment to the interest of the shareholders through generation of earnings per share (EPS) growth. Mr Buckley is to be issued 900,000 Performance Rights under the Performance Rights Plan pursuant to Resolution 3. If the Performance Rights vest and are exercised by Mr Buckley, the Performance Rights will deliver an equivalent number of Shares in the Company to Mr Buckley. Should

Mr Buckley become so entitled to Shares, these may be allocated to him via an employee share trust in accordance with the terms of the Performance Rights Plan.

(c) The price of the securities, performance measures and other matters

No price for grant or exercise

No amount is payable on the grant or exercise of these Performance Rights.

Performance measures

The vesting of the Performance Rights to Mr Buckley is to be divided into three parcels, Parcel A, Parcel B and Parcel C. The Parcel A Performance Rights, the Parcel B Performance Rights and the Parcel C Performance Rights will be subject to an earnings per share ( ePS ) performance hurdle. Each parcel of Performance Rights will also be subject to a performance hurdle that requires Mr Buckley’s on-going employment with the Company in the capacity of Executive Chairman or Director until at least the end of the relevant performance period for any Performance Rights in that parcel to vest.

Broadly, EPS measures the amount of earnings per annum per each outstanding share of a company’s issued capital. For the purpose of measuring the change in the Company’s EPS during a performance period (as described in the table below), the base EPS will be the Basic EPS as reported in the Company’s Annual Report for the year ended 30 June 2014 ( Base ePS ).

A summary description of the Performance Rights, including the exercise price, performance hurdles and expiry date for the Performance Rights is as follows:

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Performance Rights to be exercise Performance Hurdles expiry date
issued to Mr Buckley pursuant Price
to Resolution 3
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Performance Rights to be issued to Mr Buckley pursuant to Resolution 3	exercise Price	Performance Hurdles	expiry date
300,000 Performance Rights (Parcel A). The performance period for Parcel A begins on the date of the grant of the Performance Rights and ends on 30 June 2015. The test date for Parcel A will be 30 June 2015.	Nil.	1. An EPS increase from the Base EPS of at least 15% measured on the test date for Parcel A must be achieved for the full quantity of Performance Rights in Parcel A to vest, with vesting of those Performance Rights on a pro-rata basis for an EPS increase between 10% - 15% measured on the test date for Parcel A; and 2. Mr Buckley must remain employed by the Company in the capacity of Executive Chairman or Director until at least 30 June 2015 for any Parcel A Performance Rights to vest.	The date which is fve years after the Performance Rights are issued.
300,000 Performance Rights (Parcel B). The performance period for Parcel B begins on the date of the grant of the Performance Rights and ends on 30 June 2016. The test date for Parcel B will be 30 June 2016.	Nil.	1. An EPS increase from the Base EPS of at least 32.25% measured on the test date for Parcel B must be achieved for the full quantity of Performance Rights in Parcel B to vest, with vesting of those Performance Rights on a pro-rata basis for an EPS increase between 21.00% - 32.25% measured on the test date for Parcel B; and 2. Mr Buckley must remain employed by the Company in the capacity of Executive Chairman or Director until at least 30 June 2016 for any Parcel B Performance Rights to vest.	The date which is fve years after the Performance Rights are issued.
300,000 Performance Rights (Parcel C). The performance period for Parcel C begins on the date of the grant of the Performance Rights and ends on 30 June 2017. The test date for Parcel C will be 30 June 2017.	Nil.	1. An EPS increase from the Base EPS of at least 52.09% measured on the test date for Parcel C must be achieved for the full quantity of Performance Rights in Parcel C to vest, with vesting of those Performance Rights on a pro-rata basis for an EPS increase between 33.10% - 52.09% measured on the test date for Parcel C; and 2. Mr Andrew Buckley must remain employed by the Company in the capacity of Executive Chairman or Director until at least 30 June 2017 for any Parcel C Performance Rights to vest.	The date which is fve years after the Performance Rights are issued.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

6

Explanatory Memorandum

CMI Limited ABN 98 050 542 553

Lapse of the Performance Rights

A Performance Right lapses, to the extent it has not been exercised, on the earlier to occur of:

• the expiry date for the Performance Right;

• the date on which Mr Buckley forfeits his Performance Rights, which will occur if he ceases employment with the Company for reason of termination with cause, or the performance measures for the Performance Rights are not satisfied or he transfers any or all of his Performance Rights other than in accordance with the Performance Rights Plan;

• in the case of an unvested Performance Right, the earlier of:

• the date of termination of Mr Buckley’s employment if termination occurred for any reason other than a ‘Qualifying Reason’;

• 5 days after the last test date applicable to the Performance Right; and

• the date of lapse for breach, fraud or dishonesty as determined by the Board in accordance with the Performance Rights Plan; and

• in the case of a vested Performance Right, the earlier of:

• 10 days after termination of Mr Buckley’s employment if termination occurred because of a ‘Qualifying Reason’; or

• 5 days after termination of his employment if termination occurred for any other reason.

Any additional persons who become entitled to participate in the Performance Rights Plan after this resolution is approved and who are not named in this notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

3.3 Mr Buckley’s total remuneration package

If Resolution 3 is approved, Mr Buckley’s total remuneration package for the financial year ending 30 June 2015 will consist of:

• (a) $300,000 per annum base salary plus superannuation of 9.5%;

• (b) $200,000 short-term cash incentive linked to the financial performance of CMI;

• (c) $300,000 short-term initial one-off cash incentive earned through TJM Products becoming value accretive for the CMI group; and

• (d) 900,000 Performance Rights.

In addition, along with other Directors, he is entitled to reimbursement of reasonable expenses incurred in undertaking his duties for the Company.

3.4 Directors’ recommendation

Mr Buckley has an interest in the outcome of Resolution 3 (as he is the recipient of the Performance Rights the subject of the resolution) and therefore believes it is inappropriate to make a recommendation on that resolution. The Directors (with Andrew Buckley abstaining) recommend that Shareholders vote in favour of Resolution 3.

Termination of Mr Buckley’s employment will be for a ‘Qualifying Reason’ in the case of the death, total and permanent disablement, retirement or redundancy of Mr Buckley as determined by the Board in its absolute discretion, Mr Buckley ceasing to be an employee as a result of an intragroup restructure or any other reason as determined by the Board in its absolute discretion.

• (d) Persons referred to in ASX Listing Rule 10.14 who received securities under the Performance Rights Plan since the last Shareholder approva l

No persons referred to in ASX Listing Rule 10.14 have received securities under the Performance Rights Plan since the last Shareholder approval.

(e) Persons referred to in ASX Listing Rule 10.14 who are eligible to participate in the Performance Rights Plan

Mr Buckley is the only person referred to in ASX Listing Rule 10.14 who is currently eligible to participate in the Performance Rights Plan.

• (f) no loan

No loan will be provided by the Company in relation to the grant of the Performance Rights to, or the exercise of those Performance Rights by, Mr Buckley.

(g) details to be included in annual reports

Details of any securities issued under the Performance Rights Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

7

Glossary of Terms

In the attached notice of Meeting and Explanatory Memorandum the following words and expressions have the following meanings:

AGM or Meeting	means the annual general meeting of the Company to be held on 22 October 2014.
ASX	means ASX Limited ACN 008 624 691 or the fnancial products market operated by it, as the
	context requires.
Board	means the board of Directors of the Company.
Chairman	means the chairman of the Company as approved from time to time and includes an
	acting Chairman.
Company or CMI	means CMI Limited ABN 98 050 542 553.
Constitution	means the constitution of the Company from time to time.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Company from time to time, and Director means any one of them.
Group	means the Company and its Related Bodies Corporate.
Explanatory	means the explanatory memorandum to and forming part of the notice of Meeting contained in
Memorandum	this booklet.
Listing Rules	means the offcial listing rules of ASX.
Performance Rights	means the CMI Limited Performance Rights Plan.
Plan
Related Body	has the meaning given to that term in section 50 of the Corporations Act.
Corporate
Share or Ordinary	means an ordinary share in the capital of the Company.
Shares
Shareholders	means the holders of the Shares from time to time.

CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

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CMI LIMITED NOTICE OF ANNUAL GENERAL MEETING 2014

LODGE YOUR PROXY

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
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www.linkmarketservices.com.au

ONLINE

By mail: By fax: +61 2 9287 0309   CMI Limited Share Registry C/- Link Market Services Limited All enquiries to: Locked Bag A14  Telephone: 1300 554 474 Sydney South NSW 1235 Australia

 By hand: delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000

X99999999999

X99999999999

SHAREHOLDER PROXY FORM

I/We being a member(s) of CMI Limited and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chair OR if you are NOT appointing the Chair of the Meeting as your proxy, please of the Meeting write the name of the person or body corporate (excluding the registered (mark box) shareholder) you are appointing as your proxy in the box opposite

or, failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting is appointed as my/ our proxy to act on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of CMI Limited to be held at 10:00am (Sydney time) on Wednesday, 22 October 2014 at the Radisson Blu Hotel Sydney, 27 O’Connell Street, Sydney, New South Wales (the Meeting) and at any adjournment or postponement of the Meeting.

If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolutions 1 and 3 even though the Chair of the Meeting is, and those items of business are connected directly or indirectly with the remuneration of, a member of key management personnel for CMI Limited’s consolidated group.

The Chair of the Meeting intends to vote undirected proxies in FAVOUR of Resolutions 1, 2 and 3. I/We acknowledge that this is the voting intention of the Chair of the Meeting as at the date of the Notice of Annual General Meeting and that, in exceptional circumstances, the voting intention of the Chair of the Meeting may change subsequently.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

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STEP 2 VOTING DIRECTIONS
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AGENDA For Against Abstain
Resolution 1
Approval of the Remuneration Report
Resolution 2
Election of Director – Mr Jeffrey Forbes
Resolution 3
Approval of Issue of Performance
Rights to Executive Chairman
 * If you do not direct your proxy on how to vote on any resolution, your proxy is authorised to vote or abstain from voting on the resolution
in the proxy’s discretion.
If you mark the Abstain box for a particular item of business, you are directing your proxy not to vote on your behalf on a show of hands
or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director Director/Company Secretary (Delete one)
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• • If you do not direct your proxy on how to vote on any resolution, your proxy is authorised to vote or abstain from voting on the resolution in the proxy’s discretion.

• ** If you mark the Abstain box for a particular item of business, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CMI PRX401R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chair of the Meeting please write the name of that person in the space provided in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes opposite an item of business, your proxy may vote as he or she chooses in respect of that item of business. If you mark more than one box opposite an item of business your vote on that item will be invalid.

However, if you wish to appoint as your proxy a Director or other member of the key management personnel of the Company’s consolidated group (other than the Chair of the Meeting) or a closely related party of a member of the key management personnel, you must specify how he or she should vote on Resolutions 1 and 3 by completing the “For”, “Against” or “Abstain” boxes opposite each of those items of business on the Proxy Form. If you do not do that, your proxy will not be able to vote on your behalf for those items of business. If you appoint the Chair of the Meeting as your proxy, but do not complete any of the boxes “For”, “Against” or “Abstain” opposite an item of business on the Proxy Form, the Chair intends to exercise your vote in FAVOUR of Resolutions 1, 2 and 3. If you wish to appoint the Chair of the Meeting as proxy with a direction to vote for, against, or to abstain from voting on an item of business, you should specify this by completing the relevant box opposite the item of business on the Proxy Form.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this Proxy Form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both Proxy Forms together.

Signing Instructions

You must sign this Proxy Form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the Meeting must have provided a “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Sydney time) on Monday, 20 October 2014, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxies may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on this Proxy Form. Select ‘Voting’ and follow the prompts to lodge your proxy. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of this Proxy Form).



by mail:

CMI Limited Share Registry C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.